Our Town
by Mighty ANT
Summary: One certain racecar comes to grips with his friend's mortality, realizing that no one can live forever. -Oneshot- Slight Spoilers


**Our Town **

**~Dedicated to Paul Newman~**

* * *

As soon as Lightning entered Radiator Springs, he knew that something was wrong.

He'd been gone for a few weeks, attending the last race of the Piston Cup Championship, the stock car coming in victorious and winning his first ever Piston Cup. But yet, something was obviously amiss. The small town, which usually still had a few tourists milling around considering the time, was surprisingly empty, devoid of any at all life. He'd been gone for about three weeks, his sponsors and metaphorical boss (Harv) having instructed him to come to the track early to practice, get ready, and have plenty of time to get to the stadium. Lightning had been driven by Mack in his trailer as per usual, his pit crew—consisting of a majority of his friends—coming along as well, though they had all gotten to town before them, only the semi arriving with him. Mack had gone off to deposit his trailer away from the main area of town, leaving Lightning to traverse the seemingly empty settlement alone.

Lightning didn't understand it, that much was evident. He should have run into someone by now, he _had_ told them what day he'd be arriving. Though as the race car finally reached the town, he couldn't help but feel as if there was a heavy aura of gloom almost _hanging_ over Radiator Springs, like some sort of macabre death warrant. He slowly drove by Mater's scrap yard, finding it empty, as was Lizzie's curios shop. Just as he was about to condemn Radiator Springs as some sort of ghost town, Lightning finally heard hushed voices from Flo's V-8-Café. Relieved at having found that the town wasn't abandoned, the stock car quickly rode up to the café, eager to meet his friends' elated faces. But what he was met with was the exact opposite.

Macabre was the wrong word for what he saw. Grief-filled, sure. Unhappy, regretful and mourning, all would have fit the bill perfectly, considering the sorry state he found his friends in. They were milling around Flo's as they usually did, but the aura of gloom he'd felt before now clogged the air. It was utterly apparent that something was wrong. Only a few of his friends were speaking, and if they were it was in unnaturally hushed tones, while the rest simply stared down at their drinks. Lightning noted that Mater was one many that was simply gazing off into space, his hazel eyes misty. Red was blubbering in a corner, Sally apparently comforting him, while Ramone did the same to Flo.

Luigi stared at his drink, as if it would provide all the answers to the universe, whereas Guido seemed to be on the verge of tears. Lizzie appeared to be zoned out, but on closer inspection Lightning noted that she appeared to be holding back tears as well, not the clueless old car she usually acted like. Fillmore was drinking his own organic concoction, not seeming adept to speaking at the moment.

Lightning noticed that the Sarge and Sheriff were the ones he'd heard speaking, and they did so in the same soft tones as before. And everyone had yet to notice the race car not fifteen feet away from them.

After a moment Lightning realized that no one would see him at this rate, and ever-so-slightly revved his engine, enough for everyone to look up at him in surprise.

"Wha—oh, hey, kid," the Sheriff tiredly greeted the race car, giving him a slight nod as well. Everybody slowly became aware of the stock car before them and Mater spoke next, his voice on the verge of cracking.

"Hey there, bud."

"Uh, hi, guys," Lightning said tentatively, unnerved by his friends' dreary appearances. He cautiously rode into the café, blue eyes passing over each of his friends' disheartened faces,"er…what's wrong?"

Sally's hood rose and she turned sharply towards the Sheriff, "You didn't tell him?"

"Tell me what?" Lightning inquired nervously, his gaze shifting between his girlfriend and the police car.

"I…was going to tell him when he got back," the Sheriff answered slowly, averting his own gaze.

"Tell me _what_, guys?"The stock car asked, his fear growing when he saw that none of his friends would look him in the eye. Most of them alternated between glancing down at their drinks, tires, and sometimes the cement beneath them, as if they were the most interesting things in the world.

It was then that realization hit with all the force of a freight train. The stock car finally realized that out of those gathered… there was someone missing.

"Hey….where's Doc?" the race car inquired, his growing and painfully apparent apprehension increasing to an inane limit when none of his friends answered his question for a few agonizing seconds. Finally, Mater spoke.

"Doc…." the tow truck broke off, choking back tears before continuing. "H-he's gone, bud."

Lightning stumbled back as if punched, the shock evident across his features. The revelation seemed to have submerged the town's resident into a new level of depression, but none of them expected the race car to shake his hood, a disbelieving look in his eyes.

It was impossible, he thought rapidly. Doc couldn't die, he was the clear equivalent of immortality, he couldn't have… he couldn't have _died_….the old car had survived crash after crash, wrecks that would leave most cars scarred for life and locked inside a cushioned white room… there was no possible way he could be gone.

"No, he-he couldn't have….I mean, no, that's not…"

The stock car's ramblings were cut short when Sally approached him, the understanding clear in her eyes. "I'm sorry, Lightning," the iridescent blue Porsche whispered, the use of the race car's actual name only bringing the message home further. "But…Doc's gone."

"W-when?" Lightning murmured, blue eyes downcast. But instead of Sally, Fillmore answered in her place.

"Five days ago, man."

Five days. Five days ago Lightning had been in North Carolina, celebrating with some of his racecar friends and simply lazing around, not yet having any particular reason to head back to Radiator Springs. Well, he'd _had_ a pretty good reason apparently, one he'd known nothing about. But he could have been there, been there with Doc in his final hours. And yet he'd been across the country, celebrating the fact that he'd won some _stupid empty cup_. As if reading his mind, Sally gently butted her hood against his own, a small comforting smile gracing her lips, "There wasn't anything you could've done, Stickers."

"I could've been here," Lightning muttered, his blue eyes now dark. And with that, the stock car abruptly pealed out of the café, his engine roaring loudly as he drove out of town and through the desert. None of the cars he left behind made a move to pursue him for a few moments, before Mater slowly started his engine and steadily followed the trail of dust the racecar had left behind.

* * *

Lightning McQueen tore through the barren landscape, his tires a blur as he kicked up gravel and dirt alike, leaving a large flowing arc behind him. His engine roared, louder than he would have thought possible, and this coming from a car who could go from zero to sixty in point five seconds. Bitter tears welled in his eyes, streaming past his cab as he rushed through the land. He didn't know where he was going, and in all honesty, he didn't give a damn. He just needed to get away.

The pain tore at his engine, and it felt as if he would drop dead at any moment. But he pressed on, hoping that the rushing wind and hard dirt under his tires would distract him from reality. It was a bitter sweet dream, and he had no such luck. He just drove and drove, memories plaguing him like vultures. Both good and bad were reminisced, some more than others.

Meeting Doc for the first time, the Sheriffs obscure and somewhat terrifying warning rang in Lightning's mind. How cruel and stupid he'd been when the elderly car tried giving him racing advice, only to call _him_ stupid. And then realizing who the old stock car actually was, he never would have expected the once great Hudson Hornet to actually 'drive' again, but then accusing him of quitting the sport they both loved most…It amazed him how idiotic he'd been back then. Doc had been right, never once in his perfect life had he ever had to care about anything other than himself, Lightning McQueen. After that, he had devoted the rest of his stay in Radiator Springs to helping its citizens, not realizing that he was becoming attached.

And sure, he was furious at Doc for calling the press, but once he showed up at his race, substituting as his _crew chief_ no less, all of his anger melted away. The old stock car had revealed his true— or past, however you looked at it— identity, and nearly everyone had come, working as his pit crew. Never had he felt such joy at seeing his friends, but seeing _Doc_ there….it filled him with courage and confidence, now fully assured that he was going to win the race, and his first Piston Cup. But of course, fate had other plans.

Even so, when he pushed the King over the finish line, he'd felt Doc's proud gaze on him the whole time. And when the race was over and done with, and Mr. Tex had offered him the position as the new face of Dinoco, Lightning knew he could never accept. His place was not _just_ with the "Rust-eze guys", but with his friends. His family, he now realized. He "had a lot of stuff", as Doc had put it.

Doc.

Reality reared its ugly head once more, and the racecar was jolted out of his memories, the real world making his bitter return. Doc was gone. His mentor, teacher, and friend. The car he saw in every light as something akin to a father. Gone. Nothing more than dust in the wind, the stock car reflected darkly.

Anger suddenly slithered into being, the pure, unmatched rage burning out of nowhere. Letting out a furious yell, Lightning almost doubled his speed, until he was no more than a red blur in the dwindling horizon. His incensed shouts echoed across the seemingly empty wasteland, and he continued to drive for hours, and didn't stop until long after the sun had gone down, the adamant desert heat diminishing into a cool breeze.

After nearly three hours Lightning finally stopped, lying down as low as possible on his chassis, panting heavily. The rubber on his tires had been weathered off sufficiently, the fury in his eyes long gone, replaced with sorrowful acceptance. His red coat was covered thickly with a layer of dust and dirt, the original color nearly completely obscured over his fenders and front bumper.

Lightning's gaze wandered over the desert landscape around him, not having a single clue as to where in the world he was, when a loud panting behind him diverted his attention.

"Well, dad-gum!" a familiar southern-accented voice cried, or at least tried to, seeing as how he was panting so heavily, "Ya really wanted ta' git outta' town, didn'tcha?"

"Hey, Mater," Lightning chuckled dryly as the rusted tow truck plopped down next to him, making another cloud of dust rise up, not that either cared.

"Ahm gonna need ta' git me some rocket boosters, or sometin', I just cain't keep up wich ya," Mater continued, trying to get his breathing back under control.

"Were you following me the whole time?"

"Well shoot, a' course ah was!" the severely rusted tow truck chuckled."Ah jist couldn't let-cha drive off inta' the next state!"

"Thanks, Mater," the stock car sighed, staring off into the distance. Confused at his friend's uncharacteristic behavior, the tow truck cocked his hood to the side slightly.

"Hey, what's tha matta', bud?"

Lightning sent his friend an incredulous glance, as if doubting the rusted truck's brain capacity, "What's the _matter_? Mater, Doc _died_—" the tow truck flinched at the term, deeming it to morbid and…permanent, no one having referred to Doc's passing in such a way, but Lightning continued nonetheless "–and I was off in some other state, celebrating the fact that I'd won a Piston Cup. A STUPID _PISTON CUP_, while one of my friends was dying!"

His tirade over, Lightning panted heavily once more, glaring at the dirt in front of him. No one spoke for a few minutes before Mater slowly murmured, "Well….ya can still say goodbye ta' him."

* * *

Lightning slowly drove over the small rocks and pebbles that made up most of the desert, moving with the land through its small hills and crevices while avoiding cactus and thorn bushes alike. As his tires unhurriedly scaled the empty terrain, another set of wheels echoed his own, and the stock car didn't need to look to look up to know that Mater was right beside him. Surprisingly enough, the tow truck remained silent during their excursion, simply leading the bright red race car to their final destination.

The two cars passed the town about two hours into their drive, the small community dark, with most of their lights extinguished. Radiator Springs itself had been unnaturally silent the past few days, not many cars entering the undersized city, as if mourning the passing of the beloved racecar.

As they continued their journey Lightning noticed Doc's office, the silhouette of the building seemingly darker than everything surrounding it, including the night sky above. It struck him then, that never again would he enter the building unannounced, often giving Doc near-engine failure, nor would he ever drive in on another patient (he still had nightmares about when he walked in on the _Sheriff_). Sure, he could still ride up to the office, but it seemed wrong to do so without the grumpy old race car there to nag him.

"A 'right, here it is," Mater announced suddenly; knocking the stock car out of his reminisces, and began to take in his surroundings. Lightning immediately recognized the large rock structure towering precariously above him, and everything else surrounding it. Willie's Butte.

But Mater wasn't pointing towards the landmark, Lightning realized. The tow truck's front tire was directing him towards an outcrop on the rim of the bowl surrounding the butte. The stock care drove towards the acknowledged area, a good ways away from where the actual racing and spectate-ing was done, but as Lightning drove over to it, he saw that he had an amazing vantage point of the butte itself, and even part of the town in the distance.

Mater prompted him to go forward, the racecar slowly approaching the granite headstone not fifteen feet away.

Lightning stopped a good ways away from the gravestone, though he could still read the writing. Mater spoke slowly, voice thick with unshed tears, "we all pitched in ta' get 'im that. Stubborn as stone, tha's what Doc was. Bu' didn't take too long ta' get 'im to reconsidah' things," The tow truck began to back up, his one headlight casting a dim glow over the granite tombstone, before he spoke again. "Well, ahm gonna' give ya some privacy." With that said, the rusted truck began to amble down the hill, quietly humming a nameless tune as he steadily neared town.

Turning back towards the headstone, Lightning let out a breath he hadn't been aware he was holding, beginning to read the inscription on the granite.

_**Paul "Doc" Hudson**_

_**Teacher**_

_**Friend**_

_**Racecar**_

_**Family **_

"_**If you turn hard enough left, you'll find yourself going right."**_

Lightning smiled sadly as a memory resurfaced, pertaining to conversation between a certain cocky race car and a _much_ older race car. "You old grandpa car, you just had to die on us when I wasn't here, huh?" the stock car smirked wryly, as if he were having a conversation with the deceased vehicle.

"Well, surprise surprise, I won…I finally got a Piston Cup." Lightning announced with false glee, the phony smile slipping off his features. "And you know what? I think you're right," the race car scuffed a tire into the dirt before looking back up at the headstone and continuing, tears in his eyes.

"I think it is just an empty cup."

* * *

**EDIT: I finally found the time to fix this thing up. Spelling and capitalization are near-perfect now. **

**I just finished watching Cars 2, and when I saw that they named the Piston Cup after Doc, I literally started bawling. But, I started to think, and I wondered what if Lightning wasn't there when Doc died? And so, this was story born. I also noticed that Lightning, while having four Piston Cups, didn't seem as fixated with winning as he was before. All of his trophies were for Doc. **

'_**John Lasseter was at first adamant that Paul Newman would return to voice Doc Hudson, even though he had announced his retirement from acting. After Newman's death, Lasseter said that they would see how the story goes with Doc Hudson.**__**Story supervisor **__**Nathan Stanton**__** said,**__**"We felt, after really tooling around with the idea of him being in the film and how do we properly use him, it just felt right that we should have his character have passed away also [as **__**Paul Newman**__**]." **_

_**John Lasseter said that he realized "Doc Hudson was Paul Newman. The character was written after listening to him talk about his passion for racing. And that we pay homage to Doc Hudson, which is paying homage to Paul Newman.'**_

**~I don't own Cars, nor its characters, and I doubt John Lasseter is going to let me have them anytime soon~**


End file.
